(Amendment No. 9)
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because
of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]
CUSIP No. 627335201
|
13D/A
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Page 2 of 13
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Partners Small Cap Value, L.P. I 13-3953291
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS*
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
735,182 (See Item 5)
|
8
|
SHARED VOTING POWER
0 (See Item 5)
|
9
|
SOLE DISPOSITIVE POWER
735,182 (See Item 5)
|
10
|
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
735,182 (See Item 5)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
|
14
|
TYPE OF REPORTING PERSON*
PN
|
|
|
|
|
CUSIP No. 627335201
|
13D/A
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Page 3 of 13
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Partners Small Cap Value, L.P. 13-3688497
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS*
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
538,025 (See Item 5)
|
8
|
SHARED VOTING POWER
0 (See Item 5)
|
9
|
SOLE DISPOSITIVE POWER
538,025 (See Item 5)
|
10
|
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
538,025 (See Item 5)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
|
14
|
TYPE OF REPORTING PERSON*
PN
|
|
|
|
|
CUSIP No. 627335201
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13D/A
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Page 4 of 13
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification
No.)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS*
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
551,098 (See Item 5)
|
8
|
SHARED VOTING POWER
0 (See Item 5)
|
9
|
SOLE DISPOSITIVE POWER
551,098 (See Item 5)
|
10
|
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
551,098 (See Item 5)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
|
14
|
TYPE OF REPORTING PERSON*
CO
|
|
|
|
|
CUSIP No. 627335201
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13D/A
|
Page 5 of 13
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital, Inc. Profit Sharing Plan
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS*
N/A
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
107,000 (See Item 5)
|
8
|
SHARED VOTING POWER
0 (See Item 5)
|
9
|
SOLE DISPOSITIVE POWER
107,000 (See Item 5)
|
10
|
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
107,000 (See Item 5)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
|
14
|
TYPE OF REPORTING PERSON*
CO
|
|
|
|
|
CUSIP No. 627335201
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13D/A
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Page 6 of 13
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital Management, LLC 13-4018186
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS*
N/A
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
1,273,207 (See Item 5)
|
8
|
SHARED VOTING POWER
0 (See Item 5)
|
9
|
SOLE DISPOSITIVE POWER
1,273,207 (See Item 5)
|
10
|
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,273,207 (See Item 5)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
|
14
|
TYPE OF REPORTING PERSON*
OO
|
|
|
|
|
CUSIP No. 627335201
|
13D/A
|
Page 7 of 13
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital, Inc. 13-3688495
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS*
N/A
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
551,098 (See Item 5)
|
8
|
SHARED VOTING POWER
0 (See Item 5)
|
9
|
SOLE DISPOSITIVE POWER
551,098 (See Item 5)
|
10
|
SHARED DISPOSITIVE POWER
0 (See Item 5)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
551,098 (See Item 5)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
|
14
|
TYPE OF REPORTING PERSON*
CO
|
|
|
|
|
CUSIP No. 627335201
|
13D/A
|
Page 8 of 13
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nelson Obus
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS*
N/A
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 (See Item 5)
|
8
|
SHARED VOTING POWER
1,931,305 (See Item 5)
|
9
|
SOLE DISPOSITIVE POWER
0 (See Item 5)
|
10
|
SHARED DISPOSITIVE POWER
1,931,305 (See Item 5)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,931,305 (See Item 5)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.6%
|
14
|
TYPE OF REPORTING PERSON*
IN
|
|
|
|
|
CUSIP No. 627335201
|
13D/A
|
Page 9 of 13
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joshua Landes
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS*
N/A
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 (See Item 5)
|
8
|
SHARED VOTING POWER
1,931,305 (See Item 5)
|
9
|
SOLE DISPOSITIVE POWER
0 (See Item 5)
|
10
|
SHARED DISPOSITIVE POWER
1,931,305 (See Item 5)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,931,305 (See Item 5)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.6%
|
14
|
TYPE OF REPORTING PERSON*
IN
|
|
|
|
|
CUSIP No. 627335201
|
13D/A
|
Page 10 of 13
|
Item 1. Security and Issuer.
This Amendment
No. 9 amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange
Commission (the “Commission”) on July 1, 2015 and as amended by Amendment No. 1 filed on November 9, 2015,
Amendment No. 2 filed on September 15, 2016, Amendment No. 3 filed on November 22, 2016, Amendment No. 4 filed on July 10,
2017, Amendment No. 5 filed on November 1, 2017, Amendment No. 6 filed on January 3, 2018, Amendment No. 7 filed on July
25, 2018, and Amendment No. 8 filed on March 12, 2019 (collectively, the “Schedule 13D”) by the Wynnefield
Reporting Persons (as defined in the Schedule 13D) with respect to shares of common stock, $0.001 par value per share (the
“Common Stock”) of MusclePharm Corp., a Nevada corporation (the “Issuer”), whose principal executive
office are located at 4400 Vanowen St., Burbank, CA, 91505. Capitalized terms used but not otherwise defined herein shall
have the meanings set forth in the Schedule 13D.
Item 3. Source and Amount of Funds
or Other Consideration.
Item 3 of the Schedule
13D is hereby amended and restated as follows:
The securities reported
in this Schedule 13D as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately
$5,850,951 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield
Reporting Persons who directly beneficially own such securities.
Item 4. Purpose of the Transaction
Item 4 of the Schedule 13D is hereby amended by the addition
of the following:
The Wynnefield Reporting
Persons are concerned by the degree by which the Issuer is late in complying with its periodic reporting obligations, given that
its Annual Report on Form 10-K for the 2018 fiscal year (the “Missing 10-K”) still has not been filed with the Commission,
despite the fact that it is now more than four months past due, and its subsequent Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2019 and June 30, 2019 have also not been filed. The Wynnefield Reporting Persons insist that the Issuer provide
a concise update as to when it will be able to become compliant with its periodic reporting obligations, beginning with its Missing
10-K.
The
Wynnefield Reporting Persons are also increasingly concerned in regard to the Issuer’s potential legal costs in light
of the recent lawsuits brought against the Issuer, including the proceedings brought by White Winston Select Asset Fund
Series Fund MP-18, LLC and White Winston Select Asset Funds, LLC on August 21, 2018 (as disclosed in Amendment No. 1 to the
Statement of Beneficial Ownership on Schedule 13D, filed on August 24, 2018, with respect to the shares of common stock of
the Issuer). The Wynnefield Reporting Persons’ concern is further enhanced by the Issuer’s failure to publicly
file its financial statements since these lawsuits were brought, and the shareholders’ corresponding loss of insight
into any legal expenses incurred by the Issuer. The Wynnefield Reporting Persons accordingly demand that the Issuer
immediately provide a full accounting to its shareholders of these expenses, particularly the expenses incurred during the
first six months of 2019.
Other than as set forth
in this Item 4, the Wynnefield Reporting Persons do not have any current plans, proposals or negotiations that relate to or would
result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Wynnefield Reporting Persons
intend to review their investment in the Issuer on a continuing basis, and to the extent permitted by law, may seek to engage in
discussions with other stockholders and/or with management and the Board of the Issuer concerning the business, operations or future
plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position, the price
levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Wynnefield
Reporting Persons may, in the future take such actions with respect to their investment in the Issuer as they deem appropriate
including, without limitation, engaging in communications with management and the Board, engaging in discussions with shareholders
of the Issuer and others about the Issuer and the Wynnefield Reporting Persons’ investment, making proposals to the Issuer
concerning changes to the capitalization, ownership structure, board structure (including board composition) or operations of the
Issuer, purchasing additional securities of the Issuer, selling some or all of such securities, entering into financial instruments
or other agreements that increase or decrease the Wynnefield Reporting Persons’ economic or beneficial exposure with respect
to their investment in the Issuer, engaging in short selling of or any hedging or similar transaction with respect to the securities
of the Issuer, including swaps and other derivative instruments, or changing their intention with respect to any and all matters
referred to in paragraphs (a) through (j) of Item 4.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended
and restated as follows:
(a), (b) and (c)
As of August 20, 2019, the Wynnefield Reporting Persons beneficially owned in the aggregate 1,931,305 shares of Common Stock,
constituting approximately 12.6% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported
as being beneficially owned by the Wynnefield Reporting Persons is based upon 15,314,667 shares outstanding as of November 1,
2018, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018,
filed with the Securities and Exchange Commission (the “Commission”) on November 14, 2018.
The following table
sets forth certain information with respect to Common Stock directly beneficially owned by the Wynnefield Reporting Persons listed
below:
Name
|
Number of Common Stock
|
Percentage of Outstanding Common Stock
|
Wynnefield Partners I
|
735,182
|
4.8%
|
Wynnefield Partners
|
538,025
|
3.5%
|
Wynnefield Offshore
|
551,098
|
3.6%
|
Plan
|
107,000
|
0.7%
|
WCM is the sole general
partner of Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as
that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Partners and Wynnefield Partners
I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners I, has the sole power to direct
the voting and disposition of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. Messrs. Obus
and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect
beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCM may be deemed to
beneficially own. Each of Messrs. Obus and Landes, as co-managing members of WCM, share the power to direct the voting and disposition
of the shares of Common Stock that WCM may be deemed to beneficially own.
CUSIP No. 627335201
|
13D/A
|
Page 11 of 13
|
WCI is the sole investment
manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under
Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Offshore beneficially owns. WCI, as the sole investment
manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Offshore
beneficially owns. Messrs. Obus and Landes are executive officers of WCI and, accordingly, each may be deemed to be the indirect
beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCI may be deemed to
beneficially own. Messrs. Obus and Landes, as executive officers of WCI, share the power to direct the voting and disposition of
the shares of Common Stock that WCI may be deemed to beneficially own.
The Wynnefield Profit
Plan is an employee profit sharing plan. Mr. Obus and Mr. Landes are co-trustees of the Wynnefield Profit Plan and have the authority
to direct the voting and the disposition of the shares of Common Stock that the Wynnefield Profit Plan beneficially owns. Accordingly,
Mr. Obus and Mr. Landes may be deemed to be the indirect beneficial owners (as that term is defined under Rule 13d-3 under the
Exchange Act) of the shares of Common Stock that the Wynnefield Profit Plan may be deemed to beneficially own.
Beneficial
ownership of the Common Stock shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of
the Wynnefield Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the
Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to
have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and
may be deemed to have shared voting and dispositive power over) in the aggregate 1,883,513 shares of Common Stock,
constituting approximately 12.3% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported
as being beneficially owned by the Wynnefield Reporting Persons is based upon 15,314,667 shares outstanding as of November 1,
2018, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed with
the Commission on November 14, 2018.
The filing of this
Schedule 13D and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein
with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose
of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest.
Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Schedule 13D.
The Wynnefield Reporting Persons have acquired
shares of Common Stock during the last 60 days as follows:
Name
|
Transaction
|
Date
|
Number
of Shares
|
Price
Per Share
|
Wynnefield Partners I
|
Purchase
|
8/5/2019
|
2,440
|
$0.50
|
Wynnefield Partners
|
Purchase
|
8/5/2019
|
1,569
|
$0.50
|
Wynnefield Offshore
|
Purchase
|
8/5/2019
|
991
|
$0.50
|
Wynnefield Offshore
|
Purchase
|
8/14/2019
|
5,400
|
$0.407
|
Wynnefield Offshore
|
Purchase
|
8/15/2019
|
4,600
|
$0.40
|
Wynnefield Offshore
|
Purchase
|
8/19/2019
|
4,900
|
$0.40
|
Wynnefield Offshore
|
Purchase
|
8/20/2019
|
10,100
|
$0.40
|
(d) and (e). Not Applicable.
CUSIP No. 627335201
|
13D/A
|
Page 12 of 13
|
SIGNATURE
After reasonable inquiry and to the best
of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D/A is true, complete
and correct.
Dated: August 22, 2019
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
By: Wynnefield Capital Management, LLC,
its General Partner
By: /s/ Nelson Obus
Nelson Obus, Co-Managing Member
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
By: Wynnefield Capital Management, LLC,
its General Partner
By: /s/ Nelson Obus
Nelson Obus, Co-Managing Member
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
By: Wynnefield Capital, Inc.,
its Investment Manager
By: /s/ Nelson Obus
Nelson Obus, President
WYNNEFIELD CAPITAL INC. PROFIT SHARING PLAN, INC.
By: /s/ Nelson Obus
Nelson Obus, Authorized Signatory
WYNNEFIELD CAPITAL MANAGEMENT, LLC
By: /s/ Nelson Obus
Nelson Obus, Co-Managing Member
CUSIP No. 627335201
|
13D/A
|
Page 13 of 13
|
WYNNEFIELD CAPITAL, INC.
By: /s/ Nelson Obus
Nelson Obus, President
/s/ Nelson Obus
Nelson Obus, Individually
/s/ Joshua Landes
Joshua Landes, Individually